Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PROSPECT VENTURE PARTNERS II LP
  2. Issuer Name and Ticker or Trading Symbol
AMICUS THERAPEUTICS INC [FOLD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O PROSPECT VENTURE PARTNERS, 435 TASSO STREET, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2007
(Street)

PALO ALTO, CA 94301
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/05/2007   C   2,198,582 A (1) 2,198,582 I By Prospect Venture Partners II, L.P. (2)
Common Stock 06/05/2007   X(4)   14,892 A $ 6.375 2,213,474 I By Prospect Venture Partners II, L.P. (2)
Common Stock 06/05/2007   S(4)   6,330 D $ 15 2,207,144 I By Prospect Venture Partners II, L.P. (2)
Common Stock 06/05/2007   C   33,478 A (1) 33,478 I By Prospect Associates II, L.P. (3)
Common Stock 06/05/2007   X(5)   227 A $ 6.375 33,705 I By Prospect Associates II, L.P. (3)
Common Stock 06/05/2007   S(5)   97 D $ 15 33,608 I By Prospect Associates II, L.P. (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) 06/05/2007   C     978,562 (1)   (1)   (1) Common Stock 978,562 (1) $ 0 $ 0 I By Prospect Venture Partners II, L.P. (2)
Series B Convertible Preferred Stock (1) 06/05/2007   C     14,902 (1)   (1)   (1) Common Stock 14,902 (1) $ 0 $ 0 I By Prospect Associates II, L.P. (3)
Series C Convertible Preferred Stock (1) 06/05/2007   C     1,000,978 (1)   (1)   (1) Common Stock 1,000,978 (1) $ 0 $ 0 I By Prospect Venture Partners II, L.P. (2)
Series C Convertible Preferred Stock (1) 06/05/2007   C     15,242 (1)   (1)   (1) Common Stock 15,242 (1) $ 0 $ 0 I By Prospect Associates II, L.P. (3)
Series D Convertible Preferred Stock (1) 06/05/2007   C     219,042 (1)   (1)   (1) Common Stock 219,042 (1) $ 0 $ 0 I By Prospect Venture Partners II, L.P. (2)
Series D Convertible Preferred Stock (1) 06/05/2007   C     3,334 (1)   (1)   (1) Common Stock 3,334 (1) $ 0 $ 0 I By Prospect Associates II, L.P. (3)
Warrant to purchase Series B Preferred Stock $ 6.375 06/05/2007   X     14,892   (6)   (6) Common Stock 14,892 $ 0 $ 0 I By Prospect Venture Partners II, L.P. (2)
Warrant to purchase Series B Preferred Stock $ 6.375 06/05/2007   X     227   (7)   (7) Common Stock 227 $ 0 $ 0 I By Prospect Associates II, L.P. (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PROSPECT VENTURE PARTNERS II LP
C/O PROSPECT VENTURE PARTNERS
435 TASSO STREET, SUITE 200
PALO ALTO, CA 94301
    X    
PROSPECT ASSOCIATES II L P
C/O PROSPECT VENTURE PARTNERS
435 TASSO STREET, SUITE 200
PALO ALTO, CA 94301
    X    
PROSPECT MANAGEMENT CO II LLC
C/O PROSPECT VENTURE PARTNERS
435 TASSO STREET, SUITE 200
PALO ALTO, CA 94301
    X    
TANANBAUM JAMES B
C/O PROSPECT VENTURE PARTNERS
435 TASSO STREET, SUITE 200
PALO ALTO, CA 94301
    X    
SCHNELL DAVID
C/O PROSPECT VENTURE PARTNERS
435 TASSO STREET, SUITE 200
PALO ALTO, CA 94301
    X    
HIRSCH RUSSELL C
C/O PROSPECT VENTURE PARTNERS
435 TASSO STREET, SUITE 200
PALO ALTO, CA 94301
    X    

Signatures

 /s/ Dave Markland, Attorney in Fact for Prospect Venture Partners II, L.P.   06/06/2007
**Signature of Reporting Person Date

 /s/ Dave Markland, Attorney in Fact for Prospect Associates II, L.P.   06/06/2007
**Signature of Reporting Person Date

 /s/ Dave Markland, Attorney in Fact for Prospect Management Co. II, LLC   06/06/2007
**Signature of Reporting Person Date

 /s/ Dave Markland, Attorney in Fact for James B. Tananbaum, M.D.   06/06/2007
**Signature of Reporting Person Date

 /s/ Dave Markland, Attorney in Fact for David Schnell, M.D.   06/06/2007
**Signature of Reporting Person Date

 /s/ Dave Markland, Attorney in Fact for Russell C. Hirsch, M.D., Ph.D.   06/06/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each share of the Issuer's Preferred Stock converted automatically into shares of the Issuer's Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
(2) The shares are owned by Prospect Venture Partners II, L.P. ("PVP II"), which is under common control with Prospect Associates II, L.P. ("PA II"). Prospect Management Co. II, L.L.C. ("PMC II") serves as the sole general partner of PVP II. James B. Tananbaum, M.D., Alexander E. Barkas, Ph.D., David Schnell, M.D., and Russell C. Hirsch, M.D., Ph.D. are the Managing Directors of PMC II and shares voting and investment power over the shares held by PVP II. Each reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein. Dr. Barkas is a director of the Issuer and, accordingly, files separate Section 16 reports.
(3) The shares are owned by PA II. PMC II serves as the sole general partner of PA II. James B. Tananbaum, M.D., Alexander E. Barkas, Ph.D., David Schnell, M.D., and Russell C. Hirsch, M.D., Ph.D. are the Managing Directors of PMC II and shares voting and investment power over the shares held by PA II. Each reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein. Dr. Barkas is a director of the Issuer and, accordingly, files separate Section 16 reports.
(4) Net exercise of warrant held by PVP II for an aggregate acquisition of 8,562 shares of Common Stock.
(5) Net exercise of warrant held by PA II for an aggregate acquisition of 130 shares of Common Stock.
(6) The warrant is owned by PVP II and is immediately exercisable. The warrant was net exercised upon the closing of the Issuer's initial public offering.
(7) The warrant is owned by PA II and is immediately exercisable. The warrant was net exercised upon the closing of the Issuer's initial public offering.

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